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                                                                   EXHIBIT 10(c)



                             AMENDED AND RESTATED
                                 TIDEWATER INC.
                             1992 STOCK OPTION AND
                             RESTRICTED STOCK PLAN

                           (EFFECTIVE JULY 27, 2000)


     WHEREAS, Tidewater Inc., a Delaware Corporation (the "Company") restated
the Tidewater Inc. Stock Option and Restricted Stock Plan (the "Plan") effective
August 15, 1996;

     WHEREAS, the Company amended the Plan effective October 1, 1999, and

     WHEREAS, the Company wishes to further amend the Plan to extend the post-
retirement exercise period of options granted in 1996 to non-employee directors
under the Plan and to restate the plan;

     NOW, THEREFORE, pursuant to the power reserved to the Board in Section 21
of the Plan, Section 11 of the Plan entitled "Automatic Grants to Non-Employee
Directors" is hereby amended to read as set forth herein and, as amended, the
Plan is hereby restated to reflect all amendments and to read in its entirety as
follows:

     1.  PURPOSE

         The purpose of the 1992 Stock Option and Restricted Stock Plan (the
     "Plan") is to promote the interests of Tidewater Inc. (the "Company") and
     its shareholders by attracting and retaining directors and key employees
     capable of furthering the future success of the Company and by providing
     such persons an additional incentive through stock ownership to continue
     and increase their efforts with respect to the Company or its subsidiaries.
     The Plan provides for granting such persons (a) options for the purchase of
     Common Shares of the Company (the "Shares") and (b) Shares which are both
     restricted as to transferability and subject to a substantial risk of
     forfeiture ("Restricted Shares").

     2.  ADMINISTRATION

         The Plan shall be administered by a committee (the "Committee")
     consisting of not less than two Directors appointed by the Board of
     Directors, each of whom shall (a) qualify as a "non-employee director"
     under Rule 16B-3 under the Securities Exchange Act of 1934, as in effect
     August 15, 1996 and (b) qualify as an "outside director under Section 162
     (m) of the Internal Revenue Code of 1986, as amended. Unless otherwise
     determined by the Board or required by the Plan, the Compensation Committee
     of the Board of Directors shall be the Committee. Subject to the
     limitations and conditions hereinafter set forth, the Committee shall have
     authority to grant options hereunder, to determine the number of Shares for
     which each option shall be granted and the option price or prices, to make
     awards of Restricted Shares, to determine the number of Restricted Shares
     to be granted, and to establish in its discretion the restrictions to

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     which any such Restricted Shares shall be subject. The Committee shall have
     full power to construe and interpret the Plan, to establish and amend rules
     for its administration, and to establish in its discretion terms and
     conditions applicable to the exercise of options and the grant of
     Restricted Shares.

     3.  SHARES SUBJECT TO THE PLAN

         The Shares to be transferred or sold pursuant to the grant of
     Restricted Shares or the exercise of options granted under the Plan shall
     be authorized Shares, and may be issued Shares reacquired by the Company
     and held in its treasury or may be authorized but unissued Shares. Subject
     to adjustment as provided in Section 19 hereof, the aggregate number of
     Shares to be granted as Restricted Shares or to be delivered upon the
     exercise of options granted under the Plan shall not exceed 2,200,000
     shares.

         If an option expires or terminates for any reason during the term of
     the Plan and prior to the exercise in full of such option, or if Restricted
     Shares are forfeited as provided in the grant of such Shares, the number of
     Shares previously subject to but not delivered under such option or grant
     of Restricted Shares shall be available for the grant of options or
     Restricted Shares thereafter.

     4.  ELIGIBILITY

         Options or Restricted Shares may be granted from time to time to key
     employees, including officers, of the Company and any subsidiary
     ("eligible, employees"), as defined in this Section 4, and options shall be
     granted automatically to non-employee Directors as provided in Section 11
     hereof. From time to time, the Committee shall designate from such eligible
     employees those who will be granted options or Restricted Shares and, in
     connection therewith, the number of Shares to be covered by each grant of
     options or Restricted Shares. Persons granted options are referred to
     hereinafter as "optionees," and persons granted Restricted Shares are
     referred to hereinafter as "grantees." Nothing in the Plan, or in any grant
     of options or Restricted Shares pursuant to the Plan, shall confer on any
     person any right to continue in the employ of the Company or any of its
     subsidiaries, nor in any way interfere with the right of the Company or any
     of its subsidiaries to terminate the person's employment at any time.

         The term "subsidiary" shall mean any corporation now existing or
     hereafter organized or acquired (other than the Company) 'in an unbroken
     chain of corporations beginning with the Company if, at the time of the
     granting of the option, each of the corporations (including the Company)
     other than the last corporation in the unbroken chain owns stock possessing
     40% or more of the total combined voting power of all classes of stock in
     one of the other corporations in such chain; provided that, for all
     purposes in connection with the grant or exercise of ISOs, as defined in
     Section 5 below, "50%" shall be substituted for "40%" in the above
     definition.

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                         PROVISIONS RELATING TO OPTIONS

     5.  Character of Options

         It is the intent of the Plan that options granted hereunder shall be
     incentive stock options ("ISOs") as such term is defined in Section 422A of
     the Internal Revenue Code of 1986, as amended from time to time (the
     "Code"), to the extent and only to the extent that such options are so
     identified in writing in the stock option agreement relating thereto. All
     options not identified as ISOs at the time of grant are intended to be
     "nonqualified" or "nonstatutory" stock options which are not ISOs.

     6.  STOCK OPTION AGREEMENT

         Each option granted under the Plan shall be evidenced by a stock
     option agreement which shall be executed by the Company and by the person
     to whom the option is granted and which shall identify as an ISO any option
     intended to be such. The agreement shall contain such terms and provisions,
     not inconsistent with the Plan, as shall be determined by the Committee.

     7.  LIMITATION ON ISO GRANTS

         The aggregate fair market value (determined on the date the ISO is
     granted) of the Shares with respect to which ISOs are exercisable for the
     first time by an optionee during any calendar year shall not exceed
     $100,000.

     8.  OPTION EXERCISE PRICE

         The price per Share to be paid by the optionee on the date an option
     is exercised shall be not less than the fair market value of one Share on
     the date the option is granted, provided that if the option granted is an
     ISO and if the optionee, on the date of the option grant, owns (within the
     meaning of Section 425 (d) of the Code) stock possessing more than 10% of
     the total combined voting power of all classes of stock of the Company or
     any subsidiary thereof, the price per Share to be paid by the optionee at
     the time an option is exercised shall be not less than 110W of the fair
     market value of one Share on the date the option is granted.

         For purposes of this Plan, the term "fair market value" of a Share
     shall be the closing selling price thereof on the consolidated transaction
     reporting system for New York Stock Exchange issues on the date of
     reference or, if no Shares are traded on that date, the most recent date on
     which Shares are traded, provided that such determination of fair market
     value for ISOs shall comply with regulations issued by the Secretary of the
     Treasury for the purposes of determining fair market value of securities
     subject to an ISO plan under Section 422A of the Code.

     9.  OPTION TERM

         The period after which options granted under the Plan may not be

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     exercised shall be determined by the Committee with respect to each option
     granted, but may not exceed ten years from the date on which the option is
     granted, subject to the third paragraph of Section 10 hereof, provided that
     in the case of any ISO granted to any optionee who, on the date of the
     option grant, owns (within the meaning of Section 425 (d) of the code)
     stock possessing more than 1O% of the total combined voting power of all
     classes of stock of the Company or any subsidiary thereof, the maximum such
     option period shall be five years rather than ten years.

     10.  EXERCISE OF OPTIONS

          The time or times at which or during which options granted under the
     Plan may be exercised, and any conditions pertaining to such exercise or to
     the vesting in the optionee of the right to exercise options, shall be
     determined by the Committee in its sole discretion.

          No option granted under the Plan shall be assignable or otherwise
     transferable by the optionee, either voluntarily or involuntarily, except
     (a) by will, (b) by the laws of descent and distribution, (c) in the case
     of non-qualified stock options only, if permitted by the Committee and so
     provided in the stock option agreement or an amendment thereto, (i)
     pursuant to a domestic relations order, (ii) to family members, a family
     partnership or trust for the benefit of family members, or (iii) a to
     charitable institutions.

          For employee optionees, an exercisable option shall lapse if an
     optionee's employment by the Company or a subsidiary is terminated for any
     reason other than death, disability, or retirement, provided that the
     option may thereafter be exercised, to the extent it was exercisable on the
     date of termination of employment, for such a period of time not to exceed
     one year, from the date of termination as the Committee shall specify. In
     the event of death, disability, or retirement, any options exercisable by
     the optionee at the time of his or her death, disability, or retirement may
     be exercised within one year thereafter by the optionee (or in the case of
     death by the person or persons to whom the optionee' s rights under the
     options shall pass by will or by the applicable law of descent and
     distribution), provided that more restrictive exercisability restrictions
     may be required to be met if the option is to be treated as an ISO.
     However, in no event may any option be exercised by anyone after the later
     of (a) the final date upon which the optionee could have exercised it had
     the optionee continued in the employment of the Company or its subsidiaries
     to such date, or (b) one year after the optionee's death.

          An option may be exercised only by a notice in writing complying in
     all respects with the applicable stock option agreement. Such notice may
     instruct the Company to deliver Shares due upon the exercise of the option
     to any registered broker or dealer approved by the Company (an "approved
     broker") in lieu of delivery to the optionee. Such instructions shall
     designate the account into which the Shares are to be deposited. The
     optionee may tender such notice, properly executed by the optionee,
     together with the aforementioned delivery instructions,

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<PAGE>

     to an approved broker. The purchase price of the Shares as to which an
     option is exercised shall be paid in cash or by check, except that the
     Committee may, in its discretion, allow such payment to be by surrender of
     unrestricted Shares (at their fair market value on the date of exercise),
     or by a combination of cash, check and unrestricted Shares.

          The obligation of the Company to deliver Shares upon such exercise
     shall be subject to all applicable laws, rules and regulations, and to such
     approvals by governmental agencies as may be deemed appropriate by the
     Committee, including, among others, such steps as counsel for the Company
     shall deem necessary or appropriate to comply with requirements of relevant
     securities laws. Such obligation shall also be subject to the condition
     that the Shares reserved for issuance upon the exercise of options granted
     under the Plan shall have been duly listed on any national securities
     exchange which then constitutes the principal trading market for the
     Shares.

     11.  AUTOMATIC GRANTS TO NONEMPLOYEE DIRECTORS

          During each year of the term of this Plan, each Director who is not
     then an employee of the Company or any subsidiary shall receive on the date
     of the annual shareholders meeting options to purchase 1,000 Shares. Each
     such option shall have a term of ten years and must be exercised within one
     year of termination of service as a Director, except that, in the event of
     termination of Board service as a result of retirement (at age 65 or later
     or after having completed five or more years of service on the Board),
     options granted to non-employee Directors under the Plan on the day of the
     1996 annual meeting of stockholders of the Company may be exercised within
     five years from the date of termination of Board service, but no later than
     ten years after the date of grant.  Each such option shall become
     exercisable six months after the date of grant. The price per Share to be
     paid by the holder of such an option shall equal the fair market value of
     one Share on the date the option is granted. The purchase price of the
     Shares as to which such an option is exercised shall be paid only in cash
     or by certified or bank check. Any Director holding options granted under
     this Section 11 who is a member of the Committee shall not participate in
     any action of the Committee with respect to any claim or dispute involving
     such Director.

                    PROVISIONS RELATING TO RESTRICTED SHARES

     12.  GRANTING OF RESTRICTED SHARES

          The Committee may grant Restricted Shares to eligible employees at any
     time. In granting Restricted Shares, the Committee shall determine in its
     sole discretion the period or periods during which the restrictions on
     transferability applicable to such Shares will be in force (the "Restricted
     Period"). The Restricted Period may be the same for all such Shares granted
     at a particular time or to any one grantee or may be different with respect
     to different grantees or with respect to various of the Shares granted to
     the same grantee, all as determined by the Committee in its sole
     discretion.

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          Each grant of Restricted Shares under the Plan shall be evidenced by
     an agreement which shall be executed by the Company and by the person to
     whom the Restricted Shares are granted. The agreement shall contain such
     terms and provisions, not inconsistent with the Plan, as shall be
     determined by the Committee.

     13.  RESTRICTIONS ON TRANSFERABILITY

          During the Restricted Period applicable to each grant of Restricted
     Shares, such Shares may not be sold, assigned, transferred or otherwise
     disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, a
     grantee's eventual right, if any, to such Shares may not be assigned or
     transferred except by will or by the laws of descent and distribution. The
     restrictions on the transferability of Restricted Shares imposed by this
     Section are referred to in this Plan as the "Transferability Restrictions."

     14.  DETERMINATION OF VESTING RESTRICTIONS

          With respect to each grant of Restricted Shares, the Committee shall
     determine in its sole discretion the restrictions on vesting which will
     apply to the Shares for the Restricted Period, which restrictions, as
     initially determined and as they may be modified pursuant to the Plan, are
     referred to hereinafter as the "Vesting Restrictions." By way of
     illustration but not by way of limitation, any such determination of
     Vesting Restrictions by the Committee may provide (a) that the grantee will
     not be entitled to any such Shares unless he or she is still employed by
     the Company or its subsidiaries at the end of the Restricted Period; (b)
     that the grantee will become vested in such Shares according to such
     schedule as the Committee may determine; (c) that the grantee will become
     vested in such Shares in any combination of the foregoing or under such
     other terms and conditions as the Committee in its sole discretion may
     determine; and (d) how any such Vesting Restrictions will be applied,
     modified or accelerated in the case of the grantee's death, total and
     permanent disability (as determined by the Committee), or retirement.

     15.  MANNER OF HOLDING AND DELIVERING RESTRICTED SHARES

          Unless the Committee shall otherwise determine, each certificate
     issued for Restricted Shares granted hereunder will be registered in the
     name of the grantee and will be held by the Company with a stock power
     executed in blank by the grantee covering such Shares. The certificates for
     such Shares will remain in the possession of the Company until the earlier
     of the end of the applicable Restricted Period or, if the Committee has
     provided for earlier termination of the Transferability Restrictions
     following a grantee's death, total and permanent disability, retirement, or
     earlier vesting of such Shares, such earlier termination of the
     Transferability Restrictions. At whichever time is applicable, the
     certificates representing the number of such Shares to which the grantee is
     then entitled will be delivered to the grantee free and clear of the
     Transferability Restrictions,

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     provided that in the case of a grantee who is not entitled to receive the
     full number of such Shares evidenced by the certificates then being
     released from escrow because of the application of the Vesting
     Restrictions, such certificates will be canceled, and anew certificate
     representing the Shares, if any, to which the grantee is entitled pursuant
     to the Vesting Restriction, will be issued and delivered to the grantee,
     free and clear of the Transferability Restrictions.

     16.  TRANSFER IN THE EVENT OF DEATH, DISABILITY OR RETIREMENT

          Notwithstanding a grantee's death, total and permanent disability, or
     retirement, the certificates for his or her Restricted Shares will remain
     in the possession of the Company and the Transferability Restrictions will
     continue to apply to such Shares unless the Committee determines otherwise.
     Upon the termination of the Transferability Restrictions, either upon any
     such determination by the Committee or at the end of the Applicable
     Restricted Period, as the case may be, the portion of such grantee's
     Restricted Shares to which he or she is entitled, determined pursuant to
     his or her applicable Vesting Restrictions, will be awarded and delivered
     to the grantee or to the person or persons to whom the grantee's rights, if
     any, to the Shares shall pass by will or by the applicable law of descent
     and distribution, as the case may be.

     17.  LIMITATIONS ON OBLIGATION TO DELIVER SHARES

          The Company shall not be obligated to deliver any Restricted Shares
     free and clear, of the Transferability Restrictions until the Company has
     satisfied itself that such delivery complies with all laws and regulations
     by which the Company is bound. Furthermore, prior to receiving delivery of
     any Restricted Shares free of the Transferability Restrictions, the grantee
     or other person entitled to receive such Shares must pay the Company an
     amount equal to the taxes, if any, which the Company is required to
     withhold due to such delivery.

                               GENERAL PROVISIONS

     18.  SHAREHOLDER RIGHTS

          Except for the Transferability Restrictions, a grantee of Restricted
     Shares shall have all the rights of a holder of the Shares, including the
     right to receive dividends paid on such Shares and the right to vote such
     Shares at meetings of shareholders of the Company. However, no optionee
     shall have any of the rights of a shareholder with respect to any Shares
     unless and until he or she has exercised his or her option with respect to
     such Shares and has paid the full purchase price therefor.

     19.  CHANGES IN SHARES

          The aggregate number of Shares for which options or Restricted Shares
     may be granted or options exercised, the maximum number of Shares which,
     with respect to any one person at any time, may be subject to restrictions
     or subject to

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     unexercised and outstanding options, and the number of Shares subject to
     each outstanding option or Restricted Share grant and option prices per
     share shall be subject to appropriate adjustment for any changes in the
     number of outstanding Shares resulting from a merger, recapitalization,
     stock exchange, stock split, stock dividend, corporate division or other
     change in the Company's corporate or capital structure.

     20.  CHANGE OF CONTROL

               (a) This Section 20 has been amended, effective October 1, 1999
          (the "Amendment") to read as provided herein.  However, to the extent
          that (and only to the extent that) any right to which a grantee of
          outstanding options or restricted stock under the Plan is entitled
          prior to the effective date of the Amendment (whether under the Plan,
          related agreements, amendments thereto, or interpretations by the
          Compensation Committee) would be detrimentally affected by the
          Amendment, the Amendment shall not apply.  By way of illustration, and
          not limitation, the following interpretations of the Compensation
          Committee with respect to an "Acceleration Date", as defined in the
          Plan (and related agreements and amendments thereto) prior to the
          Amendment, remain in full force and effect: (i) the 30-day
          exercisability period following an Acceleration Date shall not be
          affected by the termination of employment of an optionee on the
          Acceleration Date or during such 30-day period, and (ii) all
          outstanding options, both non-qualified and incentive, shall be
          accelerated and become exercisable in full at the Acceleration Date
          (and to the extent, if any, required by section 422(d) of the Internal
          Revenue Code of 1986, as amended from time to time (the "Code"),
          accelerated incentive stock options shall thereby become non-qualified
          stock options).

               (b) Notwithstanding any other provision of the Plan (or any
          provision of any agreement with respect to any grant hereunder),
          immediately prior to any Change of Control of the Company (as defined
          in Section 20(d) hereof), all stock options (whether non-qualified or
          incentive and whether granted to an employee or to a nonemployee
          Director) which are then outstanding hereunder shall become fully
          vested and exercisable and all Transferability Restrictions and
          Vesting Restrictions on Restricted Shares then outstanding hereunder
          shall automatically lapse and be deemed waived.  As used in the
          immediately preceding sentence, "immediately prior" to the Change of
          Control shall mean sufficiently in advance of the Change of Control to
          permit the grantee to take all steps reasonably necessary (i) if an
          optionee, to exercise any such option fully and (ii) to deal with the
          Shares purchased under any such option and any formerly  Restricted
          Shares on which restrictions have lapsed so that both types of Shares
          may be treated in the same manner in connection with the Change of
          Control as the Shares of other shareholders.  To the extent, if any,
          required by section 422(d) of the Code, incentive stock options which
          become exercisable immediately prior to a Change of Control pursuant
          to this Section 20(b) shall thereby become non-qualified stock
          options.  Notwithstanding any other provision of the Plan (or any
          provision of any agreement with respect to any grant hereunder), (i)

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          any stock option which becomes exercisable pursuant to this Section
          20(b) shall remain exercisable until the earlier of the end of the
          option term or the lapse of the option, and (ii) any lapse and deemed
          waiver of Transferability Restrictions and Vesting Restrictions on
          Restricted Shares pursuant to this Section 20(b) shall be a permanent
          lapse and deemed waiver of such restrictions.

               (c) If any corporation, person or other entity (other than the
          Company) makes a tender offer or exchange offer for shares of the
          Company's common stock pursuant to which purchases are made (an
          "Offer"), then from and after the date of the first purchase of the
          Company's common stock pursuant to the Offer (the "Acceleration
          Date"), all outstanding options shall automatically become fully
          exercisable and the Transferability Restrictions and Vesting
          Restrictions on Restricted Shares shall automatically be deemed waived
          by the Company, without the necessity of any action by any person, for
          a period of 30 calendar days following the Acceleration Date.  Subject
          to the other provisions of this Section 20, following the expiration
          of the 30-day period, any options not exercised and any shares of the
          Company's common stock issued hereunder not tendered or exchanged
          shall again be subject to the terms and conditions applicable prior to
          the Offer."

               (d) As used in this Section 20, "Change of Control" shall mean:

               (i) the acquisition by any "Person" (as defined in Section 20(e)
          hereof) of "Beneficial Ownership" (as defined in Section 20(e) hereof)
          of 30% or more of the outstanding Shares of the Company's Common
          Stock, $0.10 par value per share (the "Common Stock") or 30% or more
          of the combined voting power of the Company's then outstanding
          securities; provided, however, that for purposes of this subsection
          (d)(i), the following shall not constitute a Change of Control:

               (A) any acquisition (other than a "Business Combination" (as
          defined in Section 20(d)(iii) hereof) which constitutes a Change of
          Control under Section 20(d)(iii) hereof) of Common Stock directly from
          the Company,

               (B) any acquisition of Common Stock by the Company or its
          subsidiaries,

               (C) any acquisition of Common Stock by any employee benefit plan
          (or related trust) sponsored or maintained by the Company or any
          corporation controlled by the Company, or

               (D) any acquisition of Common Stock by any corporation pursuant
          to a Business Combination which does not constitute a Change of
          Control under Section 20(d)(iii) hereof; or

               (ii) individuals who, as of the effective date of the Amendment,

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          constitute the Board (the "Incumbent Board" cease for any reason to
          constitute at least a majority of the Board; provided, however, that
          any individual becoming a director subsequent to the effective date of
          the Amendment whose election, or nomination for election by the
          Company's shareholders, was approved by a vote of at least a majority
          of the directors then comprising the Incumbent Board shall be
          considered a member of the Incumbent Board, unless such individual's
          initial assumption of office occurs as a result of an actual or
          threatened election contest with respect to the election or removal of
          directors or other actual or threatened solicitation of proxies or
          consents by or on behalf of a Person other than the Incumbent Board;
          or

               (iii)  consummation of a reorganization, merger or consolidation
          (including a merger or consolidation of the Company or any direct or
          indirect subsidiary of the Company), or sale or other disposition of
          all or substantially all of the assets of the Company (a "Business
          Combination"), in each case, unless, immediately following such
          Business Combination,

               (A) the individuals and entities who were the Beneficial Owners
          of the Company's outstanding Common Stock and the Company's voting
          securities entitled to vote generally in the election of directors
          immediately prior to such Business Combination have direct or indirect
          Beneficial Ownership, respectively, of more than 50% of the then
          outstanding shares of common stock, and more than 50% of the combined
          voting power of the then outstanding voting securities entitled to
          vote generally in the election of directors, of the Post-Transaction
          Corporation (as defined in Section 20(e) hereof), and

               (B) except to the extent that such ownership existed prior to the
          Business Combination, no Person (excluding the Post-Transaction
          Corporation and any employee benefit plan or related trust of either
          the Company, the Post-Transaction Corporation or any subsidiary of
          either corporation) Beneficially Owns, directly or indirectly, 30% or
          more of the then outstanding shares of common stock of the corporation
          resulting from such Business Combination or 30% or more of the
          combined voting power of the then outstanding voting securities of
          such corporation, and

               (C) at least a majority of the members of the board of directors
          of the Post-Transaction Corporation were members of the Incumbent
          Board at the time of the execution of the initial agreement, or of the
          action of the Board, providing for such Business Combination; or

               (iv) approval by the shareholders of the Company of a complete
          liquidation or dissolution of the Company.

               (e) As used in Section 20(d) hereof, the following words or terms
          shall have the meanings indicated:

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               (i) Affiliate: "Affiliate" (and variants thereof) shall mean a
          Person that controls, or is controlled by, or is under common control
          with, another specified Person, either directly or indirectly.

               (ii) Beneficial Owner: "Beneficial Owner" (and variants thereof),
          with respect to a security, shall mean a Person who, directly or
          indirectly (through any contract, understanding, relationship or
          otherwise), has or shares (i) the power to vote, or direct the voting
          of, the security, and/or (ii) the power to dispose of, or to direct
          the disposition of, the security.

               (iii)  Person:  "Person" shall mean a natural person or company,
          and shall also mean the group or syndicate created when two or more
          Persons act as a syndicate or other group (including, without
          limitation, a partnership or limited partnership) for the purpose of
          acquiring, holding, or disposing of a security, except that "Person"
          shall not include an underwriter temporarily holding a security
          pursuant to an offering of the security.

               (iv) Post-Transaction Corporation:  Unless a Change of Control
          includes a Business Combination (as defined in Section 20(d)(iii)
          hereof), "Post-Transaction Corporation" shall mean the Company after
          the Change of Control.  If a Change of Control includes a Business
          Combination, "Post-Transaction Corporation" shall mean the corporation
          resulting from the Business Combination unless, as a result of such
          Business Combination, an ultimate parent corporation controls the
          Company or all or substantially all of the Company's assets either
          directly or indirectly, in which case, "Post-Transaction Corporation"
          shall mean such ultimate parent corporation.

     21.  AMENDMENT AND DISCONTINUANCE

          The Board of Directors may alter, suspend, or discontinue the Plan.

     22.  GOVERNING LAW

          The Plan shall be applied and construed in accordance with and
     governed by the law of the State of Delaware, to the extent such law is not
     superseded by or inconsistent with federal law.

     23.  EFFECTIVE DATE AND DURATION OF PLAN

          The Plan shall become effective only if approved by the holders of a
     majority of the Company's Shares outstanding and entitled to vote at the
     annual meeting of stockholders and if so approved shall be effective from
     the date of such meeting. The term during which options and Restricted
     Shares may be granted under the Plan shall expire ten years after the date
     the Plan became effective.

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     24.  WITHHOLDING

          At any time that a participant is required to pay to the Company an
     amount required to be withheld under the applicable income tax laws in
     connection with the issuance of shares of Common Stock upon exercise of an
     option or upon the lapse of restrictions on shares of restricted stock, the
     participant may satisfy this obligation in whole or in part by electing
     (the "Election") to have the Company withhold shares of Common Stock having
     a value up to the amount of the maximum applicable tax under federal
     (including FICA), state and local law; provided, however, that the
     Committee shall have the right to disapprove of any portion of a
     participant's Election that is in excess of the amount required to be
     withheld under applicable income tax laws. The value of the shares to be
     withheld shall be based on the fair market value of the Common Stock on the
     date that the amount of tax to be withheld is required to be determined
     (the "Tax Date").

          Each Election must be made prior to the Tax Date. The Committee may
     disapprove of any Election as provided above or may suspend or terminate
     the right to make Elections. If a participant makes an election under
     Section 83 (b) of the Internal Revenue Code with respect to shares of
     restricted stock, an Election is not permitted to be made and the
     participant is required to pay the amount of the withholding tax liability
     to the Company in cash.


     This Amended and Restated Plan is executed effective July 27, 2000.

                                         TIDEWATER INC.


                                         By:    /s/ Cliffe F. Laborde
                                              -----------------------------
                                                    Cliffe F. Laborde
                                                  Senior Vice President,
                                              Secretary and General Counsel

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